Women experience more somatic symptoms, anxiety, and depression than men. Moreover, despite the removal of structural barriers to achieving equality women continue to lag behind men in leadership positions in the workplace. The goal of this research is to develop and test a process model linking perceptions of gender-based discrimination with both heightened distress symptoms and loss of motivation to pursue initially valued occupational goals. Building on Mendoza-Denton et al.'s (2002) model of sensitivity to race-based rejection, I propose a process model of sensitivity to gender-based rejection (RS-gender) in which experiences of gender-based rejection can generate anxious expectations that status-based rejection will occur, leading to ready perceptions and intense reactions to rejection. Aim 1 is to develop and validate the RS-gender questionnaire, which assesses anxious expectations of gender-based rejection in situations where women can be negatively stereotyped. Aim 2 is to assess the operation of the RS-gender dynamic in a situation likely to activate such concerns in those so disposed, including the underlying physiological mechanism that may contribute to this process. Aim 3 is to assess the impact of RS-gender on daily experiences using a daily diary methodology focusing on women in law school, a group that may be exposed to more frequent discrimination as a result of being in a traditionally male-dominated field. Aim 4 is to explore a potential protective factor for the negative academic outcomes associated with perceptions of rejection, i.e., the implicit theories of intelligence students may hold.